8% CONVERTIBLE DEBENTURE DUE FEBRUARY , 2008Convertible Security Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • New York
THIS DEBENTURE is one of a series of duly authorized and issued 8% Convertible Debentures of Vistula Communications Services, Inc., a Delaware corporation, having a principal place of business at (the “Company”), designated as its 8% Senior Convertible Debenture, due February , 2008 (the “Debenture(s)”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2005, among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of VISTULA COMMUNICATION SERVICES, INC.Security Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vistula Communication Services, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 18, 2005, among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
ESCROW AGREEMENTEscrow Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of February 18, 2005, by and among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), Indigo Securities, LLC, a Delaware limited liability company (“Indigo”) the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”), and Feldman Weinstein LLP, with an address at 420 Lexington Avenue, New York, New York 10170-0002 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
INDIGO SECURITIES, LLCPlacement Agent Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • New York
The undersigned, Vistula Communications Services, Inc. (the “Company”), hereby agrees with IndiGo Securities, LLC (“Placement Agent”) as follows:
